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FORM
8.3
IRISH
TAKEOVER PANEL
OPENING
POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES,
2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING
1% OR MORE
1. KEY
INFORMATION
|
(a) Full
name of discloser
|
Aberforth
Partners LLP, on behalf of discretionary
clients.
|
|
(b) Owner
or controller of interests and short positions
disclosed, if different from 1(a)
The
naming of nominee or vehicle companies is insufficient.
For a trust, the trustee(s), settlor and beneficiaries
must be named.
|
N/A
|
|
(c) Name
of offeror/offeree in relation to whose
relevant securities this form relates
Use a
separate form for each offeror/offeree
|
Kenmare
Resources plc
|
|
(d) If
an exempt fund manager connected with an
offeror/offeree,
state this and specify identity of
offeror/offeree (Note
1)
|
N/A
|
|
(e) Date
position held/dealing undertaken
For
an opening position disclosure, state the latest
practicable date prior to the disclosure
|
05/03/2025
|
|
(f) In
addition to the company in 1(c) above, is the
discloser
also making disclosures in respect of
any other party to the offer?
If it
is a cash offer or possible cash offer, state
“N/A”
|
NO
If
YES, specify which:
|
2. INTERESTS
AND SHORT POSITIONS
If
there are interests and short positions to disclose in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 2 for each additional class of relevant
security.
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Interests
and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if
any)
(Note
2)
|
Class
of relevant security
(Note
3)
|
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant
securities owned and/or controlled
|
5,218,440
|
5.85
|
0
|
0.0
|
|
(2) Cash-settled
derivatives
|
|
|
|
|
|
(3) Stock-settled
derivatives (including
options) and agreements
to purchase/ sell
|
|
|
|
|
|
Total
|
5,218,440
|
5.85
|
0
|
0.0
|
All
interests and all short positions should be
disclosed.
Details
of options including rights to subscribe for new securities and any
open stock-settled derivative positions (including traded options),
or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8.
3. DEALINGS
(IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(Note
4)
Where
there have been dealings in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table
3(a), (b), (c) or (d) (as appropriate) for each additional class of
relevant security dealt in.
The
currency of all prices and other monetary amounts should be
stated.
(a) Purchases
and sales
|
Class
of relevant
security
|
Purchase/sale
|
Number
of
securities
|
Price
per unit
(Note
5)
|
|
N/A-
Opening Disclosure
|
|
|
|
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(b) Cash-settled
derivative transactions
|
Class
of
relevant
security
|
Product
description
e.g.
CFD
|
Nature
of dealing
e.g.
opening/ closing
a long/ short
position, increasing/
reducing a long/ short position
|
Number
of
reference
securities
(Note
6)
|
Price
per
unit
(Note
5)
|
|
N/A
|
|
|
|
|
(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
|
Class
of
relevant
security
|
Product
description
e.g.
call
option
|
Writing,
purchasing,
selling,
varying
etc.
|
Number
of
securities
to
which
option
relates
(Note
6)
|
Exercise
price
per
unit
|
Type
e.g.
American,
European
etc.
|
Expiry
date
|
Option
money
paid/
received
per
unit
|
|
N/A
|
|
|
|
|
|
|
|
(ii) Exercise
|
Class
of
relevant
security
|
Product
description
e.g.
call
option
|
Exercising/
exercised
against
|
Number
of
securities
|
Exercise
price
per
unit
(Note
5)
|
|
N/A
|
|
|
|
|
(d) Other
dealings (including transactions in respect of new
securities) (Note
3)
|
Class
of
relevant
security
|
Nature
of dealing
e.g.
subscription,
conversion,
exercise
|
Details
|
Price
per unit (if
applicable)
(Note
5)
|
|
N/A
|
|
|
|
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4. OTHER
INFORMATION
(a) Indemnity
and other dealing arrangements
|
Details
of any indemnity or option arrangement, or any
agreement or
understanding, formal or informal, relating to relevant
securities which
may be an inducement to deal or refrain from
dealing entered
into by the person making the disclosure and any party
to the
offer or any person acting in concert with a party to the
offer.
Irrevocable
commitments and letters of intent should not be included.
If there
are no such agreements, arrangements or understandings,
state “none”
|
|
None
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
|
Full
details of any agreement, arrangement or
understanding between
the person disclosing and any other person relating
to
the voting rights of any relevant securities under any
option referred
to on this form or relating to the voting rights or
future acquisition
or disposal of any relevant securities to which any
derivative
referred to on this form is referenced. If none,
this should
be stated.
|
|
None
|
(c) Attachments
|
Is
a Supplemental Form 8 attached?
|
NO
|
|
Date
of disclosure
|
10
March 2025
|
|
Contact
name
|
Michael
Campbell, for Aberforth Partners LLP
|
|
Telephone
number
|
0131
220 0733
|
Public
disclosures under Rule 8.3 of the Rules must be made to a
Regulatory Information Service.
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NOTES
ON FORM 8.3
1. See
the definition of “connected fund manager” in Rule 2.2 of Part A of
the Rules.
2. See
the definition of “interest in a relevant security” in Rule 2.5 of
Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the
Rules.
3. See
the definition of “relevant securities” in Rule 2.1 of Part A of
the Rules.
4. See
the definition of “dealing” in Rule 2.1 of Part A of the
Rules.
5. If
the economic exposure to changes in the price of securities is
limited, for example, by virtue of a stop loss arrangement relating
to a spread bet, full details must be
given.
6. See
Rule 2.5(d) of Part A of the Rules.
7. If
details included in a disclosure under Rule 8 are incorrect, they
should be corrected as soon as practicable in a subsequent
disclosure. Such disclosure should state clearly that it corrects
details disclosed previously, identify the disclosure or
disclosures being corrected, and provide sufficient detail for the
reader to understand the nature of the corrections. In the case of
any doubt, the Panel should be
consulted.
For full details of disclosure requirements, see Rule 8
of the Rules. If in doubt, consult the
Panel.
References in these notes to “the Rules” are to the
Irish Takeover Panel Act, 1997, Takeover Rules,
2022.
